Teri L. Witteman
BEYOND MEATAbout Teri L. Witteman
Chief Legal Officer and Secretary of Beyond Meat. Joined as General Counsel and Secretary in May 2019; promoted to Chief Legal Officer in April 2021. Background: partner at Musick, Peeler & Garrett (2016–2019) focused on SEC compliance, corporate governance, and M&A; attorney at Anglin Flewelling Rasmussen Campbell & Trytten (2004–2016); began career at Latham & Watkins in corporate finance/M&A. Education: JD (Order of the Coif), UCLA School of Law; BA in Economics (honors and distinction), UC Berkeley .
External policy/industry roles: Board of Directors, El Segundo Economic Development Corporation (since 2024); Policy Advisory Council member, Plant Based Foods Association (since 2023) .
Company performance linkage: 2024 executive plan used at-risk pay with target equity and STI; no 2024 STI payout was earned, indicating tighter pay-for-performance alignment in the year. 2024 equity for non-CEO/CFO NEOs (including Witteman) was delivered 50/50 RSUs and stock options; RSUs/Options vesting extends to March 1, 2028 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Musick, Peeler & Garrett LLP | Partner | 2016–2019 | Led SEC compliance, corporate governance and M&A; relevant to BYND’s public company obligations . |
| Anglin Flewelling Rasmussen Campbell & Trytten LLP | Attorney | 2004–2016 | Corporate practice experience building governance and regulatory foundation . |
| Latham & Watkins LLP | Associate | Early career | Corporate finance and M&A training supporting complex transactions and disclosure quality . |
External Roles
| Organization | Position | Years | Relevance |
|---|---|---|---|
| El Segundo Economic Development Corporation | Director | 2024–present | Community/economic development ties in BYND HQ city; policy network . |
| Plant Based Foods Association | Policy Advisory Council | 2023–present | Industry policy engagement in core category . |
| Farmer Bros. Co. (NASDAQ: FARM) | Corporate Secretary | 2012–2018 | Public company governance and disclosure oversight . |
Fixed Compensation
Base Salary (annualized)
| Metric | 2023 | 2024 | 2025 (effective date) |
|---|---|---|---|
| Base Salary ($) | $415,000 | $415,000 | $427,000 (effective July 1, 2025) |
Annual Cash Incentive Target (2024 plan)
| Metric | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| 2024 Cash Incentive Opportunity | $124,500 | $249,000 | $498,000 |
| Actual 2024 Payout | — | $0 (no STI earned for NEOs) | — |
Total Compensation Summary (SEC NEO disclosure)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $393,500 | $411,250 | $415,000 |
| “Bonus” (allowance) | $1,200 | $1,200 | $1,200 |
| Stock Awards (RSUs/PSUs fair value) | $500,044 | $500,002 | $600,005 |
| Option Awards (fair value) | $560,263 | $500,005 | $599,838 |
| Non-Equity Incentive Plan Comp | — | $147,906 | — |
| All Other Compensation | $13,367 | $15,305 | $15,905 |
| Total | $1,468,374 | $1,575,668 | $1,631,948 |
Notes: The “Bonus” column reflects a $1,200 communications allowance, not performance bonus. 2023 STI payout was determined on corporate goals including net revenues, gross margin, free cash flow, and operating expenses .
Performance Compensation
2024 Equity Grants (awarded March 1, 2024)
| Award Type | Shares/Options | Exercise Price | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs | 61,413 | — | $600,005 | 25% on 3/1/2025; remaining 75% in 1/16 quarterly installments; fully vested 3/1/2028, subject to service and CoC provisions . |
| Stock Options | 102,041 | $9.77 | $599,838 | 25% on 3/1/2025; remaining 75% in 1/48 monthly installments; fully vested 3/1/2028; option expiration 3/1/2034 . |
Award mix for non-CEO/CFO NEOs (including Witteman) in 2024 was approximately 50% RSUs / 50% stock options by target value to balance retention and performance leverage .
Annual Cash Incentive Plan – Design and Outcomes
- 2024: STI design in place with threshold/target/max noted above; no NEO earned a payout for 2024 performance .
- 2023: STI metrics included net revenues, gross margin, free cash flow, and operating expenses; Witteman’s actual 2023 non-equity incentive compensation was $147,906 .
Realized Equity Activity (2024)
| Type | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| RSUs vested in 2024 | 16,230 | $135,287 |
| Options exercised in 2024 | — | — |
Equity Ownership & Alignment
Beneficial Ownership (as of October 15, 2025)
| Holder | Beneficially Owned Shares | Notes |
|---|---|---|
| Teri L. Witteman | 299,442 | Includes (i) 51,932 common shares; (ii) 241,260 options exercisable within 60 days; (iii) 6,250 RSUs vesting within 60 days . |
- Hedging and pledging: Company policy prohibits hedging or pledging company stock by employees and directors, enhancing alignment with shareholders .
- Executive stock ownership guidelines: Not yet adopted for executive officers as of 12/31/2024; the committee intends to establish guidelines in the future. Guidelines are in place for outside directors (5x cash retainer, 5-year window) .
- Section 16 compliance: One late Form 4 for each NEO (including Witteman) related to tax-withholding on RSU vesting due to administrative error (filed October 16, 2024) .
Outstanding Equity Awards at FY2024 Year-End (selected lines for Witteman as of 12/31/2024)
| Award/Grant | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | RSUs Unvested (#) | RSUs Market Value ($ at $3.76) |
|---|---|---|---|---|---|---|
| Stock Option (grant 6/9/2019) | 125,000 | — | $168.10 | 6/9/2029 | — | — |
| Stock Option (grant 3/2/2020) | 11,754 | — | $96.10 | 3/2/2030 | — | — |
| Stock Option (grant 3/12/2021) | 6,683 | 446 | $142.45 | 3/12/2031 | — | — |
| Stock Option (grant 12/13/2021) | 884 | — | $63.42 | 12/13/2031 | — | — |
| Stock Option (grant 3/1/2022) | 14,937 | 6,152 | $47.42 | 3/1/2032 | — | — |
| Stock Option (grant 2/28/2023) | 21,387 | 25,277 | $17.84 | 2/28/2033 | — | — |
| Stock Option (grant 3/1/2024) | — | 102,041 | $9.77 | 3/1/2034 | — | — |
| RSUs (legacy grants) | — | — | — | — | 223 | $838 |
| RSUs (legacy grants) | — | — | — | — | 3,296 | $12,393 |
| RSUs (legacy grants) | — | — | — | — | 15,766 | $59,280 |
| RSUs (3/1/2024 grant) | — | — | — | — | 61,413 | $230,913 |
Note: Proxy-calculated market values use $3.76 closing price on December 31, 2024. CoC acceleration values for options were shown as zero at that price, while RSUs held value .
Employment Terms
- Change-in-control (CoC) severance mechanics: Double-trigger for cash and equity acceleration if awards are assumed (termination without cause or resignation for good reason within 3 months before to 18 months after CoC): 12 months base salary and 12 months COBRA; 100% acceleration of time-based unvested equity. If awards are not assumed at CoC, 100% acceleration of all unvested equity (time- and performance-based) at closing (single-trigger for equity). “Better after-tax” 280G cutback applies .
- Estimated CoC-related payouts (assumed event date 12/31/2024; stock price $3.76):
- If equity awards are not assumed: RSUs $303,424; total equity acceleration $303,424 .
- Termination without cause/for good reason in connection with CoC (awards assumed): 12 months base salary $415,000; COBRA $16,225; RSUs $303,424; total $734,649 .
| Scenario (12/31/2024) | Base Salary | COBRA | Options | RSUs | PSUs | Total |
|---|---|---|---|---|---|---|
| CoC – awards not assumed | — | — | — | $303,424 | — | $303,424 |
| CoC + qualifying termination (awards assumed) | $415,000 | $16,225 | — | $303,424 | — | $734,649 |
Clawback: Mandatory policy (adopted Oct 2023) requires recovery of excess incentive-based compensation upon an accounting restatement, regardless of misconduct, unless recovery is impracticable .
Performance Compensation (detailed metric table)
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| 2024 STI corporate goals | Not disclosed | $249,000 target opportunity | No payout | $0 | No NEO earned 2024 STI . |
| 2023 STI (net revenues) | Not disclosed | Not disclosed | Contributed to payout | Included in $147,906 | 2023 plan metrics included net revenues, GM, FCF, OpEx . |
| 2023 STI (gross margin) | Not disclosed | Not disclosed | Contributed to payout | Included in $147,906 | As above . |
| 2023 STI (free cash flow) | Not disclosed | Not disclosed | Contributed to payout | Included in $147,906 | As above . |
| 2023 STI (operating expenses) | Not disclosed | Not disclosed | Contributed to payout | Included in $147,906 | As above . |
Governance, Policies, and Peer Benchmarking
- Pay program oversight and practices: Independent HCM & Compensation Committee; use of independent consultant (WTW); no excise tax gross-ups; no repricing/cash-out of underwater options without shareholder approval; prohibition on hedging/pledging; annual Say-on-Pay; mandatory clawback policy .
- Shareholder feedback and Say-on-Pay: Supportive outcomes with ~85% approval in 2024 and ~87% in 2025; program changes for 2024 included shifting CEO/CFO LTI mix to include PSUs tied to relative TSR and revising the comp peer group to food/beverage comparables .
- Director ownership guidelines adopted (5x cash retainer); executive officer guidelines not yet adopted as of 12/31/2024, with intent to establish in future .
Investment Implications
- Pay-for-performance alignment: No 2024 STI payout and a 50/50 RSU/option LTI mix for Witteman indicate higher at-risk pay and tighter linkage to outcomes; CEO/CFO PSU adoption underscores company-wide shift toward performance-based equity, even though Witteman’s 2024 LTI remains time-based RSUs and options .
- Selling pressure/vesting overhang: RSU and option schedules extend through March 1, 2028; multiple unvested RSU tranches and a 2024 RSU grant of 61,413 units imply periodic vesting cadence and potential tax-related share withholding, as evidenced by 2024 RSU vesting and related late Form 4s due to admin error .
- Retention and CoC economics: Double-trigger CoC with 12 months’ salary and COBRA plus time-based equity acceleration if assumed provides moderate retention; if awards are not assumed at CoC, equity accelerates at change (single-trigger for equity), aligning incentives to preserve award value in a transaction .
- Alignment and governance: Beneficial ownership includes options exercisable within 60 days and upcoming RSU vests, but executive ownership guidelines have not yet been adopted; prohibitions on hedging/pledging and a robust clawback mitigate governance risk and align with investor expectations .
- Shareholder support: Elevated Say-on-Pay approval (85%/87% in 2024/2025) and peer group recalibration to food/bev suggest investor acceptance of pay structures amid performance reset efforts .